Iron Mountain (Nederland) Data Centre Germany B.V. v. WSP USA Inc., 1:23-cv-02858

Background

WSP (New York corp.) was project manager for a data center in Frankfurt; it subcontracted architectural work to TTSP (Germany) and engaged AECOM (UK) to perform engineering work during negotiations.
TTSP and WSP negotiated and executed their subcontract in Germany; TTSP performed all work in Germany, met with WSP in Germany, emailed deliverables to a shared cloud, and sent invoices to WSP’s New York office.
AECOM negotiated with WSP by email and provided services under its standard terms while negotiations continued, performed work from the UK/Germany, invoiced WSP in New York, but never executed a final subcontract or met WSP in New York.
Iron Mountain sued WSP for breach of contract; WSP filed third-party claims against TTSP and AECOM for breach, negligence/malpractice, and indemnity.
TTSP and AECOM moved to dismiss the third-party complaint under Fed. R. Civ. P. 12(b)(2) for lack of personal jurisdiction; after jurisdictional discovery the court evaluated CPLR § 302(a)(1) (transacting business) and due process.
The court concluded neither TTSP nor AECOM had the purposeful New York contacts required for § 302(a)(1); limited communications and invoices into New York and absence of in‑state negotiations or performance were insufficient, so both were dismissed for lack of personal jurisdiction.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether NY long‑arm jurisdiction exists under CPLR § 302(a)(1) over TTSP	TTSP purposefully transacted business in NY via extensive emails, invoices, and payments from WSP’s New York office	TTSP negotiated and performed in Germany; contacts with NY were limited to electronic communications and invoices and thus not purposeful availment	No jurisdiction: TTSP’s Germany‑based negotiations, performance, choice‑of‑forum (Massachusetts), and limited NY contacts insufficient for § 302(a)(1)
Whether NY long‑arm jurisdiction exists under CPLR § 302(a)(1) over AECOM	AECOM’s emails, proposals, invoices, and payments from NY, plus an extended relationship, establish purposeful availment	AECOM never executed a subcontract, performed work outside NY, invoked its UK forum clause, and never met in NY; communications alone are insufficient	No jurisdiction: interim email negotiations, remote performance, and forum‑selection favoring England mean no § 302(a)(1) jurisdiction
Whether AECOM implicitly consented to NY jurisdiction by not objecting to WSP’s proposed forum clause	WSP: AECOM’s delay/inaction on forum language amounted to consent	AECOM: it proposed its own revisions changing forum to England; there was no meeting of the minds on forum	No consent: evidence shows AECOM objected and proposed England; only interim agreement (with England clause) governed
Whether communications and receipt of payments from NY suffice as purposeful availment	WSP: quantity and content of communications and payments show purposeful business directed to NY	Defendants: unilateral receipts/payments and correspondence into NY do not create defendant‑centric contacts with the forum	Held: communications and payments into NY by themselves do not establish purposeful availment or § 302(a)(1) jurisdiction

Key Cases Cited

Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81 (2d Cir. 2013) (after jurisdictional discovery plaintiff must support prima facie showing with evidence)
Walden v. Fiore, 571 U.S. 277 (U.S. 2014) (jurisdiction must arise from defendant’s own contacts with the forum)
Rosenblatt v. Coutts & Co. AG, 750 F. App’x 7 (2d Cir. 2018) (factors for assessing § 302(a)(1) transacting business inquiry)
State v. Vayu, Inc., 206 N.E.3d 1236 (N.Y. 2023) (in‑person visits and substantial, ongoing negotiations can support § 302(a)(1))
In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659 (2d Cir. 2013) (courts do not accept legal conclusions as factual allegations)
Penguin Group (USA) Inc. v. Am. Buddha, 609 F.3d 30 (2d Cir. 2010) (New York long‑arm jurisdiction governed by CPLR § 302)